NY Bar Contracts and UCC 2 — Questions and Answers
Question 1: A seller delivers non-conforming goods to a buyer under a UCC contract. Under the perfect tender rule, the buyer may:
- Accept the goods and reduce the price proportionally
- Reject all the goods, accept all the goods, or accept any commercial unit and reject the rest (Correct answer)
- Only reject the goods if the defect is material
- Only accept or reject the entire shipment
Correct answer: Reject all the goods, accept all the goods, or accept any commercial unit and reject the rest
The UCC's perfect tender rule gives the buyer the right to reject all goods, accept all goods, or accept any commercial unit and reject the rest when the tender fails to conform to the contract.
Question 2: Anticipatory repudiation occurs when a party to a contract:
- Breaches the contract after the time for performance
- Unequivocally indicates before the time for performance that they will not perform (Correct answer)
- Requests a modification to the contract terms
- Performs partially and then stops
Correct answer: Unequivocally indicates before the time for performance that they will not perform
Anticipatory repudiation is an unequivocal indication by a party, before the time for performance, that they will not perform their contractual obligations.
Question 3: Under the doctrine of impossibility of performance, a contract is discharged when performance becomes impossible due to:
- An unforeseen event that makes performance more expensive
- The death or incapacity of a person whose performance is essential to the contract (Correct answer)
- A party's financial insolvency
- Changes in market conditions
Correct answer: The death or incapacity of a person whose performance is essential to the contract
True impossibility under common law is recognized when a specific person essential to performance dies or becomes incapacitated, a specific thing necessary for performance is destroyed, or performance becomes illegal.
Question 4: In a contract for the sale of goods, which of the following is an express warranty under the UCC?
- A statement of opinion about quality ('This is a great car')
- A sample or model that becomes part of the basis of the bargain (Correct answer)
- The seller's compliance with title requirements
- The fitness of the goods for ordinary purposes
Correct answer: A sample or model that becomes part of the basis of the bargain
Under UCC §2-313, express warranties include affirmations of fact, descriptions, and any sample or model made part of the basis of the bargain, but not mere opinions or puffery.
Question 5: The implied warranty of merchantability under UCC §2-314 requires that goods be:
- Fit for the buyer's particular purpose
- Fit for the ordinary purposes for which such goods are used (Correct answer)
- Of the highest quality available on the market
- Conform to any description in the contract
Correct answer: Fit for the ordinary purposes for which such goods are used
The implied warranty of merchantability warrants that goods are fit for the ordinary purposes for which they are used, which is implied in every sale by a merchant who deals in goods of that kind.
Question 6: Under common law contract doctrine, which of the following is NOT a valid method of contract acceptance?
- Starting performance of a unilateral contract
- Mailing an acceptance letter for a bilateral offer (mailbox rule)
- Silence when there is a duty to speak
- Rejecting the offer and then later accepting the same terms (Correct answer)
Correct answer: Rejecting the offer and then later accepting the same terms
A rejection terminates the power of acceptance; once rejected, the offeree cannot revive the original offer by later purporting to accept it—the original offer is dead.
NY Bar Contracts and UCC 2
A seller delivers non-conforming goods to a buyer under a UCC contract.
Under the perfect tender rule, the buyer may: